A/N: This is exciting. My fist story to be written on my favorite anime, Code Geass. The pairing I am using for this particular story is Milly X Kallen. They are both girls; this is a yuri story; it will include material in later chapters to warrant the "M" rating. Anyway, I hope you enjoy.

Disclaimer: I do not own Code Geass. I also do not own a Code or a Geass; if you happen to be an immortal, I'd be willing to take either.

A quiet air filled the Ashford Academy Student Council planning room. This was a far departure from the cheery, vibrant bustle that the Council president, Milly Ashford preferred. In fact, she found quiet, tense days like this to be rather tedious.

With the events at Shinjuku and now Narita, the Lake Kawaguchi hostage incident and the assassination of Prince Clovis the terrorist Zero and his band of Black Knights had taken a firm hold on the general mood of Area 11. Ashford Academy was no exception. Constant eyes on the news, fear that something big may happen at any instant, brought apprehension even into the halls of the carefree, idyllic private academy that was at the center of Milly Ashford's universe.

Milly didn't know what to think of the panic, the uproar, the chaos that this masked man was stirring up. She was a Britannian, of course, but that didn't concrete in her a feeling that the Empire was always right. Despite the title of Student Council President, she didn't really care about real politics; they had never been good to her.

The Ashford name had fallen after the death of Empress Marianne. Her family had lost it's status. Sure, her grandfather was still superintendent of a prestigious Britannian school in Area 11, but such a position held no influence in the real world. The task of restoring the Ashford family to prominence had fallen on her.

She didn't have much to say about her impending marriage to Earl Lloyd Asplund. Regardless of what she wanted personally, it was her duty. Still, she couldn't say it didn't bring anxiety, a reluctance to move forward. Zero might have been at the root of Area 11's uneasiness, but Milly Ashford had her own troubles.

Sighing she took a long look around the Student Council room. It was bare and quiet. Lelouch and Suzaku weren't even there. This was typical. As a Britannian soldier in a tense time, Milly supposed that the absence of the newest member of the Ashford Student Council was only logical. Lelouch on the other hand was clearly just a foolish slacker who was too smart for his own good.

Lelouch Lamperouge, the abandoned prince of Britannia who, along with his sister Nunnally, had found solace with the Ashford family, could really be annoying some times. It was inexcusable; constantly skipping class, disappearing for days at end, leaving his poor little sister behind to worry. She often wondered how such a delinquent could be a member of the Student Council. Then again, he definitely had his charms so Milly didn't really mind. The insatiably curious part of her would always want answers though, well the romantic in her would be left to worry with Nunnally.

But it wasn't just the absence of two key members that killed the mood of the Student Council. No, the others seemed disarrayed as well. Well, Rivalz technically seemed the same as always, but the same could not be said of the the rest. Nina had taken to spending all day shooting preoccupied stares at photos of pink-haired princesses. Milly was left with not even a guess as to what was wrong with Shirley. She didn't know what had happened between her and Lelouch, but if Shirley was so determined to act as a stranger to him for this long, it must have been something painful.

Finally there was Kallen Stadtfeld, who, though polite, always seemed to have a somewhat somber air. That was the one anomaly about the day; usually it wasn't just Suzaku and Lelouch who didn't show to school, but this girl as well. Kallen was a sad character. She suffered from a weak constitution that often lead to sickness. On top of that she was a half-Eleven child with an unhappy family life. Milly didn't know much more than that, but she was definitely curious. She was also in the mood to talk to someone.

"Hey, Kallen. So you decided to show today?" Milly started, breaking the silence. The pink haired girl looked up at her, tilting her head slightly.

"Yes, President?" she responded; her eyes looked tired.

"I'm glad you were feeling well enough to come today. It's a busy time for us with the School Festival coming up so soon. With so many people absent so often, it's been difficult for the Student Council to keep up," Milly put on her best smile as she spoke in a peppy tone.

"Really? You guys don't look all that busy...." Kallen stated in her soft spaced out voice as she looked around. Shirley was sighing despondently at the Council table; she seemed to be in deep thought. Nina was flipping through information files on the Britannian Royal Family on her computer while Rivalz dozed lightly in a chair nearby.

"It is pretty dismal in here isn't it?" Milly sighed, as she let her smile fade.

"Yeah..." the other muttered faintly.

Milly smiled brightly again. "Well, that's more than enough reason that we need to work hard! In tough times like this, something like the School Festival is even more important! Let's band together everyone and make the festival a real success!" Milly found some optimistic words. She wasn't the type to dwell to long on her troubles. It was better to try and make things happy, even if it could be only temporary.

"Right," Kallen nodded.

"That's right, President! And I, Rivalz Cardemonde, will act dutifully in your service to ensure that your beautiful dream of a successful School Festival is a success," the now alert Rivalz said with an eager smile. Milly laughed; as did Kallen.

"Great to hear it," Milly said without any real enthusiasm as she turned to the other two Council members. "What about you two?"

"I'll do my best," Shirley said with an unsteady smile as she stood up.

"Yeah, me too," Nina chimed in meekly, just glancing up.

"Good to hear, all!" Milly said much more enthusiastically. She turned back to Kallen, "Now then, mind lending me a hand real quick, Kallen."

"Of course not," Kallen shook her head.

"Hey! What about me?! I'll help too!" Rivalz protested as he ran towards the Council President. Milly extended a hand to hold him off.

"Let's go, Kallen" Milly said wit ha playful smirk, moving her hand suddenly causing the young man to stumble slightly. She grabbed a large stack of papers form atop the central table.

Kallen nodded and stood as well. She followed the other as she made her exit.

"So what exactly do you need me for, President?" Kallen asked, her head tilted in curiosity once they had left the Council planning room and were alone in the club building's halls.

"Oh, nothing too hard. I just have these forms to deliver to all the clubs participating in the festival," the blonde replied softly.

"Is that all? Rivalz seemed enthusiastic. For a job like that wouldn't he have been appropriate?" Kallen's inquisitive expression remained.

"Perhaps, but that wouldn't have been much fun. We haven't had a good opportunity to chat just the two of us, in awhile," Milly said with a smirk.

"Oh. Is that so?" Kallen said in her typical dazed fashion, still looking hopelessly confused.

"I worry about you, you know? You're a member of my Student Council. Having you absent so much can be inconvenient," Milly said in a somewhat cold fashion.

"I see, so that's it," Kallen said casting her eyes away.

"Of course not. You're also an important friend, Kallen," Milly smiled kindly.

"Friends..." Kallen whispered to herself softly. She was smiling.

"Kallen, if I ask you something personal, would you answer it?" Milly asked suddenly, a serious look in her eyes.

The pink haired girl became more alert. She said with a certain level of unease in her eyes, she responded with a smile, "Depends on how personal."

"Have you really been sick all those times, or is there another reason you're missing school?"

Kallen's smile disappeared entirely at the question. Her expression became more serious; different from the usual Kallen Stadtfeld. "Why would you ask that?" She stared intently at the Council President, desperate for an answer.

"I hadn't got a chance to say anything, but the other day I heard about your Mother..." Milly replied in a grave voice.

"Oh... that..." Kallen's eyes unfocused and became horribly sad.

"I'm sorry to bring it up..." Milly apologized graciously. "it's really not something to be discussed; especially when one is trying to keep spirits up."

"It's fine. I don't mind. My mother made some big mistakes and must now pay for them. There's really not much to be said," Kallen looked and sounded weak and fragile.

"It must be hard now. With her not there any more, isn't it just you and your stepmother alone in that house until your father returns?"

"It is rather difficult having no family to lean on. it can be depressing. I can see what drove my mother to such desperation," Kallen sighed despondently.

"We're here for you, Kallen. Never feel you have to resort such things," Milly smiled cordially.

"I would never," Kallen said forthrightly in a perfectly lucid voice.

"I know. Still, don't forget that. I know it's probably hard to force yourself to come here everyday, but don't forget that you have friends here. You have me. You have the Student Council," Milly said in a strong voice. Milly stared at her.

"Thank you," the fragile girl replied warmly.

"Of course, some of us may be here for you more than others. I doubt you can really count on Lelouch too much," Milly jeered. Kallen gave a soft laugh.

"Yeah." Kallen said.

The two soon reached the building housing another club. Milly told Kallen to wait as she went inside and delivered the forms. She returned shortly.

"I'm sorry I called you out here to wait around for me to deliver papers and answer sad questions. It must seem awful rude of me," Milly said once she was once more in the presence of the other.

"It's fine. I enjoy talking to my friends," Kallen replied with a smile.

"I see. That's a relief," Milly sighed.

The two walked in silence for awhile. Eventually Kallen decided to ask her own question of the other. "Say, President, what about what's happening with you?"

"Me? What do you mean?" Milly asked, smiling her carefree smile.

"I heard that you've been arranged to marry a nobleman after you graduate this year..." Kallen said in a low voice.

"Oh. Yeah, that's right," Milly replied dismissively, still smiling.

"Are you really okay with that? With just marrying someone you don't even know for the status?" the sickly girl asked with concern in her eyes. Milly felt touched.

"My family's rank has sunk quite a bit from what it once was. If I can do something to restore it, I don't see why I should hesitate," Milly continued to behave cheerily. Talking about herself could really be unsettling.

"That doesn't mean you're okay with it. It's not what you want, is it?" Kallen said, causing Milly's steady composure to quake but not quite crumble.

"Sometimes you just gotta be strong. You know, be willing to sacrifice what you want for the sake of others," Milly still smiled. Her smile faded when she noticed the intense look in the other's eyes. She barely looked like the same girl anymore.

"You're wrong. Real strength is standing up and fighting to make what you want a reality," said a strong voice that only vaguely sounded like the one that typically came out of the girl's mouth. A tear broke from Milly's eye.

"I'm surprised to hear you speak like that, Kallen," Milly choked out as more tears broke free. "I don't have that kind of strength."

Kallen shook her head vehemently at first sight of the tears. "I'm really sorry; what I said was too much," Kallen said politely, returning to her usual languid self.

"No. You're right, Kallen. It isn't what I want. Truthfully, I'm scared about moving forward, marrying someone I hardly know, abandoning the life I know now. It terrifies me. All I can do is concentrate on making memories here at this school," the Student Council president admitted morosely, forcing her tears to stop.

"You needn't be so worried, President. Just as you're here for me, you're friends now-- or I at least-- will be there for you," Kallen said consolingly. It was obvious that the girl was just trying to reciprocate Milly's own words. Milly doubted they held much truth to them; it was nevertheless comforting.

"That's certainly reassuring. If things are down, I'll always have a cute girl's shoulder to cry on." Milly's smirk returned suddenly.

"C-cute..." Kallen blushed.

"Yeah of course." Milly's teasing grin widened. "My marriage is one thing, but there's certainly going to be a line for you!"

"I doubt it... With my background I doubt many will want to get close to me. Despite being from the prestigious Stadtfeld family, you know very well that my father couldn't give me away if he tried," Kallen said, sounding perfectly content with it.

"Isn't it better like that? That way when a guy does want to marry you, it will be because of your body and not your name," the blonde remarked casually.

"What do you mean by that?" Kallen asked looking slightly taken aback and maybe just a little angry. "They won't want to marry me for my mind or my personality?"

"Nope!" Milly said definitively. Her hands then very suddenly went to Kallen's breasts, which she began to squeeze roughly. "When they're this big it's definitely gonna be the body that draws them in!"

"Hey! S-stop...!" Kallen protested as she tried to back away. Milly didn't let her though. She was having too much fun. She almost jumped onto the other girl to keep her in place and continued to playfully grope her.

"I'm actually a little jealous of your husband, Kallen... So cute," Milly said as she teased the blushing, squealing girl.

"Please, this is very strange!" Kallen cried loudly. Milly supposed it was an odd thing to do just in the middle of school grounds where any of their classmates could see, but she didn't mind. She was having fun.

Then suddenly a soft ringing filled the air. Kallen struggled to break free and this time Milly let her go. She fished in her pocket for the source of the ringing and pulled out a cell phone. Staring at the caller ID, Kallen's eyes indicated it was something important.

She looked at Milly. "Excuse me, you'll have to deliver the rest of the forms yourself, President. I have to take this in private."

"Oh? So that husband's all ready found you then?" Milly feigned disappointment, Kallen blushed.

"No! That's not it at all," she said shaking her head. She began running, answering the ringing phone in the process.

Milly waved as the other flew away, running suspiciously faster than someone of a weak constitution probably should. She shouted, "See ya Kallen!"

Milly sighed as she stared at the stack of forms in her hand. This was boring now. She'd just return to the student council room and make Rivalz deliver the rest. Still it had been a fun talk. Kallen Stadtfeld was an amusing girl. She honestly wished that they had had longer.

The more she thought about it the more she found it odd. Who could be calling Kallen away like that? The girl's father was away in Britannia and her mother was serving a sentence for drug charges. Her stepmother hated her and would be in no hurry to get her home. If it was Lelouch or one of their friends she wouldn't have bolted off like that. it was rather odd. The only thing that made sense was that it really was some guy.

Milly began to walk at a brisk pace in the direction Kallen had travelled. Eavesdropping wasn't a healthy habit, but Milly was curious by nature and once her brain had wrapped itself around a mystery she found herself determined to understand it. If Kallen did have a boyfriend she was curious to see how she spoke to him on the phone.

Expecting Kallen to be long gone, the blonde was surprised to find her friend not too far away. She was standing under a tree, speaking into a phone. Milly hid behind some tall bushes near the tree and watched, trying to make out some of what was said. She found she could more or less hear it all.

"...Ohgi did clear me to go today. He said he had spoken with you and we had nothing planned," the pink haired girl said into the phone. It was odd; she was using a much more confident, assured voice than usual. It was a lot like how she had sounded only a while ago, when she had spoke of strength.

After a pause Kallen spoke again, "I know. I realize I have to be ready at any moment for something like this to pop up." The person on the phone then said something that seemed to soften the girl's emotion slightly. She continued when he was finished, "Yeah, I'm just glad I can still go to school like this. Good friends can really be refreshing."

This was odd. Why would there be a question as to whether Kallen could go to school or not?

"I guess friends aren't really much use to a mysterious guy like you."

"Mysterious guy"? Kallen knew him well enough for private phone chats and yet called him mysterious? Milly found herself wanting to know the man on the other end of the phone's identity more and more.

"I know. And I know that in coming to this school I'm forced to hide my true self, but there are people here who mean just as much to me as Ohgi and Tamaki and everyone else. I don't care if they're Japanese or Britannian as long as they're a friend," Kallen said in a solemn voice.

Milly didn't know what to think. "Hide her true self"? What did that mean? Was Kallen hiding something? Was the girl Milly knew not the real Kallen Stadtfeld? Was the distant, soft-spoken friend Milly knew little more than an illusion? Milly was little frightened of this. It had been pleasing to hear that Kallen would be there for her, but did she even really know Kallen?

"Understood. I'll leave at once," Kallen said sternly. As she closed her phone and trudged off, leaving Milly alone to her thoughts.

Milly sighed. Part of her wished she hadn't overheard anything. Now that she knew there was more to Kallen than the frail girl who had been admitted into the Student Council well into the school year as normal club activities would be too strenuous, she knew that the thoughts of finding out more would consume her.

A lot of Kallen's conversation brought questions to the girl. "Ohgi" and "Tamaki" were Eleven names. What's more Kallen had used the term "Japanese" with the man on the phone. Though it had seemed to Milly that the girl resented her mother, she apparently still held onto some of the woman's culture. Milly supposed it wouldn't be that odd that a half-Britannian, half-Eleven girl might have friends of both races. In fact it seemed only natural really. Milly only hoped there wasn't more to it than that.

Kallen was half Britannian and half Eleven; she had a confused, horribly sad life at home. If this hadn't resulted in a fragile girl like the one Milly knew what had it resulted in? Milly didn't want to speculate; she only wanted to hope that the friendship they shared was real. After all memories of the friendships she had now were the only comforts she had as she progressed deliberately towards the unsure world of her adulthood.

Milly wanted to forget everything and just continue to forge pleasant memories as before, but she couldn't. She wanted to know. She realized rather quickly that if there were two Kallens, it was the real one that had told her to stand up and fight for what she wanted in her life. Milly wanted to get to know the girl who had said those strong, bold words to her. And so she pledged to find the truth.

A/N: End chapter 1. A little shorter than my usual chapters, but it's an introduction chapter so maybe it's understandable. Anyway, hope you enjoyed it. I think it's cute so far. If it wasn't clear enough through reading, the story takes place after episode 16 of the first series. I think this is a good spot for both Kallen and Milly. I tried to keep the little details in place; Code Geass demands that. I had to watch several scenes again as I wrote this. There are really few scenes where Milly and Kallen interact on a one on one level; the only major one I could find being their scene together in episode 9. It was actually kind of difficult for me to decide to do this from Milly's perspective as I'm a real Kallen fan, but I think it works better this way.

Anyway tell me your thoughts. I hope you enjoyed it and will read the second chapter when I post it.